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(1)        [NAME OF SUPPLIER] (Registered in England No.XXXXXXXX) whose registered office is at XXXXXXXXXXXXXXXXXXXXXXXXXX (“the Company“); and

(2)        Egglab Media Limited (Registered in England No.05308960) whose registered office is at 12 Tentercroft Street, Lincoln, Lincolnshire LN5 7DB (“the Customer“).


(A)        The Company is engaged in the business of providing the Services (as defined below). 

(B)        The Customer wishes to appoint the Company to provide the Services described in this Agreement and the Company is willing to provide the same and to accept such appointment upon the terms and conditions of this Agreement.

In consideration of the mutual covenants and undertakings set out below


1.   Definitions

1.1   In this Agreement unless the context otherwise requires:

“Business Day” means a day (other than a Saturday or Sunday) on which the banks are ordinarily open for business in the City of London;

“Charges” means the fees, expenses and charges set out in Schedule 2 as amended from time to time in accordance with the provisions of this Agreement;

“Commencement Date” means the date of this Agreement;

“Confidential Information” means secret or confidential commercial, financial, marketing, technical or other information know-how, trade secrets and other information in any form or medium whether disclosed orally or in writing before or after the date of this Agreement, together with any reproductions of such information in any form or medium or any part(s) of this information (and “confidential” means that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available);

“Control” shall mean the ability to exercise or be entitled to acquire, direct or indirect control over the affairs of the company concerned including the possession of or the entitlement to acquire over 50% of the issued share capital of the company or the voting power in the company;

“Force Majeure” means any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under this Agreement including Act of God, fire, flood, lightning, war, revolution, act of terrorism, riot or civil commotion, but excluding strikes, lock-outs or other industrial action, whether of the affected party’s own employees or others, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services;

“Intellectual Property” means any patent, copyright, database right, moral right, design right, registered design, trade mark, service mark, domain name, know-how, utility model, unregistered design or, where relevant, any application for any such right, or other industrial or intellectual property right subsisting anywhere in the world;

Personnel” means the employees of the Company or any employees of the sub-contractor of the Company who are to be engaged in providing the Services including, without limitation, the Representative;

Quotation” means the quotation issued by the Company to the Customer in connection with the supply of the Services;

“Representative” means the person to be appointed by the Company as representative in accordance with Clause 5.1;

Services” means the performance of (a) website design and development services; and (b) maintenance services whose scope is set out in clause 4 and more particularly described as set out in Schedule 1;

1.2   The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

1.3   Words imparting the singular shall include the plural and vice versa. Words imparting a gender include every gender and references to persons include an individual, company, corporation, firm or partnership.

1.4   The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

1.5   References to any statute or statutory provision shall include (i) any subordinate legislation made under it (ii) any provision which it has modified or re-enacted (whether with or without modification) and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

1.6   All references in this Agreement to Clauses, and Schedules are to the clauses, and schedules to this Agreement unless otherwise stated.

2.   Duration, Term and Variation

2.1   Subject to clause 13 below this Agreement shall come into force when it has been signed by the Company unless terminated as set out in this Agreement.

2.2   The provision of the Services shall be subject to this Agreement and except as provided in clause 2.4 no representative or agent of the Company has authority to agree any terms or make any representations inconsistent with them or to enter into an agreement except on the basis of this Agreement.

2.3   Provision of the Services will be subject to these terms to the exclusion of all other terms and conditions (including any terms or conditions which the Company or the Supplier purports to apply under any purchase order, confirmation of order, specification or pre-contract negotiations) or any inconsistent terms implied by law or trade custom, practice or course of dealing.

2.4   This Agreement applies to all sales by the Company and any variation to this Agreement (including in respect of the Services to be supplied) and any representations about the Services shall have no effect unless expressly agreed in writing and signed by the Customer and the Company.

2.5   For the avoidance of doubt, where the Company has not given a written acknowledgement of the Customer’s order this Agreement will nonetheless apply to this Agreement.

3.   Quotations

3.1   The quantity and description of the Services and any specification for them shall be as set out in the Quotation or in the acceptance of order issued by the Company.

3.2    Except when incorporated in the Quotation by specific reference all specifications, drawings, particulars of weight, shapes, descriptions, illustrations, prices and other advertising material contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them and will not form a representation or be part of this Agreement.

4.   Provision of the Services

4.1   Each party shall use its reasonable endeavours to identify all consents necessary for the fulfilment of its obligations under this Agreement and each party shall use its reasonable endeavours to obtain any such consent it requires.

4.2   In performing the Services, the Company shall operate as, and have the status of, an independent contractor and shall not operate or have the status of agent, employee or representative of the Customer.

4.3   The Company warrants to the Customer throughout the term of this Agreement:

(a)   to provide the Services with reasonable skill, care and diligence and in a good and workmanlike manner in accordance with the provisions of this Agreement;

(b)    to comply with and to ensure (so far as the Company has responsibility for such under this Agreement) that the Personnel comply with:

(i)   all relevant legislation, regulations, codes of practice, guidance notes and other requirements of any relevant government or governmental agency and, to the extent that such regulations are advisory, compliance with which is advisable but not mandatory, the minimum compliance to be achieved by the Company should be the best practice in the relevant industry; and

(ii)   the safety and security standards of the Customer (provided the Company has been advised of such safety and security standards);

(iii)   any reasonable instructions and guidelines issued by the Customer from time to time; and

(iv)   to comply fully with the provisions of Schedule 3 (Implementation Plan & Timetable) in relation to the performance of the Services.

(c)   to ensure that all of the Personnel will be appropriately qualified or experienced to undertake their tasks and will use reasonable skill and care in the provision of the Services; and

(d)   to have at all times during this Agreement all licences, approvals and consents necessary to allow the Company and the Customer to be lawful providers of the Services (including any computer hardware and software).

4.4    The Customer warrants to the Company throughout the term of this Agreement:

(a)   to supply the Company with such information as the Company reasonably requires to perform its obligations under this Agreement. Such information must be in writing, complete and correct;

(b)   that the Customer shall allow access for the Company to the premises of the Customer or to premises of customers of the Customer for the purpose of the performance of the Services;

(c)   in relation to the Services to remain at all times responsible for compliance with all relevant legislation, regulations, codes of practice, guidance notes and other requirements of any relevant government or governmental agency; and

(d)   the Customer agrees to independently test and sign-off all work produced by the Supplier in accordance with schedule 1 and take full responsibility for that work once sign-off has occurred.

4.5   The Services to be provided by the Company under this Agreement are the services which the Company has agreed to supply as set out in Schedule 1 attached.

4.6   Any drawing, photographic material of any description, catalogue, literature, leaflets, blueprints, Quotations, ideas, processes, compiled code, complied graphics including but not limited to flash content and all or any other documents produced for the purpose of providing the Services and all Intellectual Property Rights in the same shall remain the exclusive property of the Company and shall not be copied or otherwise reproduced by the Customer save that the Customer shall be permitted to retain one copy and shall be granted a royalty free irrevocable licence to use the Intellectual Property Rights.

5.   Personnel

5.1   The Company shall appoint a senior employee as its representative to be the Customer’s contact at the Company to be responsible for the performance of the Services and who will have the authority to liaise with and receive instructions from the Customer. Such appointment (and any subsequent appointment) shall be subject to the prior written approval of the Customer (such approval not to be unreasonably withheld or delayed).

5.2   The Customer shall be entitled to require the Company forthwith (and without any compensation being payable) to remove any member of the Personnel (including the Representative) from the provisions of the Services or from the Customer’s premises in the event the Customer can demonstrate that any such member of the Personnel has breached the terms of the confidentiality obligations in clause 11, or has been guilty of any misconduct which, if such member of the Personnel had been an employee of the Customer, would have entitled the Customer summarily to dismiss that employee or if any member of the Personnel is not performing the Services in accordance with this Agreement. Where a replacement for such member of the Personnel is required, the Company shall replace the member of the Personnel within a reasonable period.

5.3   For the avoidance of doubt, all Personnel shall at all times be and be deemed to be employees of the Company or the sub-contractor and not of the Customer. The Company shall be responsible for the taking of all disciplinary action in respect of the Personnel and for paying any salaries, taxes, contributions, charges and any other liabilities payable in respect of the Personnel.

6.   Charges

6.1   In consideration of the provision of the Services by the Company to the Customer, the Customer shall pay the Charges to the Company in accordance with Schedule 2.

6.2   No Charges shall be deemed to have been received until the Company has received cleared funds.

7.   Payment

7.1   Unless otherwise agreed by the parties the Company shall be entitled to invoice the Customer for the Charges as set out in Schedule 2.

7.2   All invoices submitted by the Company shall be paid within 60 days of the date of invoice.

8.   Delivery

8.1   Any dates quoted or specified by the Company for performance of the Services shall be strict and time shall be of the essence.

8.2   In the absence of prior written agreement between the Company and the Customer the Company shall be allowed such access as it deems necessary to the Premises to perform the Services and the Customer shall furnish the Company without charge and within a reasonable time with all information available to it relating to the Services and/or Premises and shall give such assistance and at its own expense provide such facilities at the Premises including but not limited to the provision of access light electricity security and other services as shall reasonably be required by the Company to enable it to exercise its obligations under the Contract.

9.   Insurance Policies

9.1   The Company shall maintain in force at its own cost such insurance policies as are appropriate and adequate having regard to its obligations and liabilities under this Agreement (including, professional indemnity insurance and public liability).

10.   Confidentiality Publicity and Data Protection

10.1   Each party undertakes not to use the Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement (Permitted Purposes).

10.2   In relation to the Customer’s Confidential Information:

10.2.1   the Supplier shall treat as confidential all Confidential Information of the Customer supplied under this agreement. The Supplier shall not divulge any such Confidential Information to any person, except to its own employees and then only to those employees who need to know it for the Permitted Purposes. The Supplier shall ensure that its employees are aware of, and comply with, this clause 10; and

10.2.2   the Supplier may provide any subcontractor authorised under this Agreement with such of the Customer’s Confidential Information as it needs to know for the Permitted Purposes, provided that such sub­contractor has first entered into a written obligation of confidentiality owed to the Supplier in terms similar to clause 10 (which the Supplier shall ensure is adhered to).

10.2.3   In relation to the Supplier’s Confidential Information the Customer shall treat as confidential all Confidential Information of the Supplier contained or embodied in the Application (Current) or Documents, or otherwise supplied to the Customer during the performance of this agreement;

10.3   the Customer shall not, without the prior written consent of the Supplier, divulge any part of the Supplier’s Confidential Information to any person other than the Customer’s Representative; other employees of the Customer who need to know it for the Permitted Purposes; and the Customer undertakes to ensure that the persons mentioned in clause 10 are made aware, before the disclosure of any part of the Supplier’s Confidential Information, that the same is confidential and that they owe a duty of confidence to the Customer in terms similar to clause 10 (which the Customer shall ensure is adhered to).

10.4    The restrictions imposed by this clause 10 shall not apply to the disclosure of any Confidential Information which:

10.4.1   is now in, or subsequently comes into, the public domain otherwise than as a result of a breach of this clause 10;

10.4.2   before any negotiations or discussions leading to this agreement was already known by the receiving party (or, in the case of the Customer) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Customer) not bound by any form of confidentiality obligation; or

10.4.3   is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary).

10.5   Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.

10.6   The Supplier may not refer to the Customer or this agreement in any publicity or advertising material without first obtaining the Customer’s written consent.

10.7   This clause 10 shall remain in full force and effect, despite any termination of the Licence or this agreement.

Data Protection

10.8   The following definitions apply:

the terms “data controller”, “data processor”, “data subject” and “processing” bear the respective meanings given them in the Data Protection Act 1998, and “data protection principles” means the eight data protection principles set out in Schedule 1 to that Act;

“data” includes Personal Data; and

Customer Personal Data means any Personal Data provided by or on behalf of the Customer.

10.9   The Supplier shall:

(a)   only carry out processing of any Customer Personal Data on the Customer’s instructions;

(b)   implement appropriate technical and organisational measures to protect any Customer Personal Data against unauthorised or unlawful processing and accidental loss or damage; and

(c)   only transfer Customer Personal Data to countries outside the European Economic Area that ensure an adequate level of protection for the rights of the data subject.

10.10   The Supplier shall promptly and fully notify the Customer in writing of any notices in connection with the processing of any Customer Personal Data, including subject access requests, and provide such information and assistance as the Customer may reasonably require.

10.11   The Customer acknowledges that the Supplier will be acting as a data processor, rather than as a data controller, in respect of all such data processing activities which the Supplier carries out under this agreement.

10.12   Except as expressly provided otherwise, this agreement does not transfer ownership of, or create any licences (implied or otherwise) in, any Intellectual Property Rights in any data.

11.   Limitation of Liability

11.1   Save as otherwise provided in this Agreement, neither the Company or the Customer shall in no circumstances have any liability for economic loss whether direct or indirect nor for any indirect or consequential loss (including in each case and without limitation any loss of profit, future revenue, reputation, goodwill or anticipated savings) of the Company or the Customer (as the case may be) for any liability of the Company or the Customer (as the case may be) to any other person for any such economic, indirect or consequential loss nor for any claim for damages or awards howsoever arising.

11.2   The liability of the Company shall be limited to £1 million or the amount of the Charges agreed for the performance of the Services whichever is the greater.

11.3   Any limitation of liability set out in the Agreement shall not apply so as to restrict either party’s liability for death or personal injury resulting from either party’s or that party’s employees, agents or sub-contractors negligence or fraud.

11.4   The parties hereby acknowledge and agree:

(a)   that the limitations and exclusions of liability set out in this Clause 11 are fair reasonable for the purposes of the Unfair Contract Terms Act 1977;

(b)   the terms and conditions of the Agreement have been open to negotiation and represent the outcome of such negotiation (whether or not any change has been made to the terms and conditions during the course of such negotiation); and

(c)   each party’s obligations under the Agreement are fair and reasonable.

12.   Force Majeure

12.1   If either party is affected by Force Majeure it shall immediately notify the other party in writing of the matters constituting the Force Majeure and shall keep that party fully informed of their continuance and of any relevant change of circumstances whilst such Force Majeure continues.

12.2   The party affected by Force Majeure shall take all reasonable steps available to it to minimise the effects of Force Majeure on the performance of its obligations under this Agreement.

12.3   Save as provided in Clause 12.6 below Force Majeure shall not entitle either party to terminate this Agreement and neither party shall be in breach of this Agreement, or otherwise liable to the other, by reason of any delay in performance, or non-performance of any of its obligations due to Force Majeure.

12.4   If the party affected by Force Majeure fails to comply with its obligations under Clauses 12.1 and 12.2 above then no relief for Force Majeure, including the provisions of Clause 12.3 above, shall be available to it and the obligations of each party shall continue in force.

12.5   If an Event of Force Majeure results in the suspension of the Services, then if the Company is the affected party the Customer shall not be obliged to pay the Charges until such time as the Event of Force Majeure shall have ceased to have effect. If the Services are partly suspended a pro rata amount of the Charges shall be forfeit.

12.6   If in the Customer’s reasonable opinion an event of Force Majeure results in disruption of the Services and such disruption continues for more than 60 days, the Customer may whilst such Force Majeure continues give 7 days notice in writing to the Company to terminate this Agreement with termination taking effect upon the expiry of such notice.

13.   Termination

13.1   Either party may terminate this Agreement without payment of compensation or other damages caused to the other party solely by such termination by giving notice in writing to the other party if any one or more of the following events happens:

–   the other party commits a material breach of any of its obligations under this Agreement which is incapable of remedy;

–   the other party fails to remedy, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement (save as to payment) after having been required in writing to remedy or desist from such breach within a period of 7 days;

–   any steps are taken or negotiations commenced by the other party or any of its creditors with a view to proposing any kind of composition, compromise or arrangement involving the other party and any of its creditors;

–   the other party has any distress or execution levied on its assets which is not paid out within seven days of its being levied;

–   the other party is deemed to be unable to pay its debts or calls a meeting for the purpose of passing a resolution to wind it up, or such a resolution is passed, or a resolution is passed by the directors of the other party to seek a winding up or administration order, or the other party presents, or has presented, a petition for a winding up order, or presents, or has presented, a petition to appoint an administrator, or has an administrative receiver, or receiver appointed over all or any part of its business, undertaking, property or assets;

–   the other party stops or suspends making payments (whether of principal or interest) with respect to all or any class of its debts or announces an intention to do so or the other party suspends or ceases or threatens to suspend or cease to carry on its business;

–   a secured lender to the other party takes any steps to obtain possession of the property on which it has security or otherwise to enforce its security;

–   the other party suffers or undergoes any procedure analogous to any of those specified above or any other procedure available in the country in which the other party is constituted,

–   established or domiciled against or to an insolvent debtor or available to the creditors of such a debtor.

–   the other party may terminate this Agreement immediately by written notice to the other party, without payment of compensation or other damages caused to the other party solely by such termination, if the other party undergoes a change of Control.

13.2   The termination of this Agreement or of any of the Services shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.

13.3   Any expiry or termination of this Agreement (for whatever reason) shall not affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

14.   Consequences of Termination

14.1   On the expiry or termination of this Agreement (for whatever reason) the following provisions shall apply:

–   (subject to Clause 13.3 above) the relationship of the parties shall cease save as (and to the extent) expressly provided for in this Clause 16;

–   the provisions of Clauses 10, 12 and 13 shall continue in full force and effect;

–   the Company shall promptly return to the Customer or dispose of in accordance with the Customer’s instructions all Confidential Information and other data, passwords, login information for portals, control panels, other administrative tools and documents (including the Customer’s customers’ details) and copies thereof disclosed or supplied to the Company pursuant to or in relation to this Agreement and shall certify in writing to the Customer when the same has been completed.

15.   Assignment/Sub-Contracting/Third Parties

15.1   This Agreement is personal to the Company and the Customer. Neither party shall assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under this Agreement, nor appoint any sub-distributor or sub-agent without the prior consent of the other party. Such consent shall not relieve the other party from any liability or obligation under this Agreement and the other party shall be responsible for the acts, omissions, defaults or negligence of its sub-contractors, agents or servants as fully as if they were acts, omissions, defaults or negligence of itself. The other party shall ensure that, so far as applicable, all duties and obligations it has under this Agreement shall be included in any contract that it enters into with any sub-contractor.

15.2   The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. No person who is not a party to this Agreement (including any employee, officer, agent, representative or sub-contractor of either party) shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this clause.

16.   General

16.1   Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of the Company shall be deemed to be or have become an employee of the Customer.

16.2   This Agreement contains the entire agreement between the parties in relation to its subject-matter. The Customer irrevocably and unconditionally waives any right it may have to claim damages for, and/or to rescind this Agreement because of breach of any warranty not contained in this Agreement, or any misrepresentation whether or not contained in this Agreement, unless such misrepresentation was made fraudulently.

16.3   No purported alteration or variation of this Agreement shall be effective unless it is in writing, refers specifically to this Agreement and is duly executed by each of the parties to this Agreement.

16.4   The rights and remedies of either party in respect of this Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by such party to the other nor by any failure of, or delay by the said party in ascertaining or exercising any such rights or remedies. Any waiver of any breach of this Agreement shall be in writing. The waiver by either party of any breach of this Agreement shall not prevent the subsequent enforcement of any subsequent breach of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

16.5   If at any time any part of this Agreement (including any one or more of the Clauses of this Agreement or any sub-clause or paragraph or any part of one or more of these clauses) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from this Agreement and the validity and/or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired as a result of that omission.

16.6   Each of the parties shall, and shall use their reasonable endeavours to procure that any necessary third parties shall, execute and deliver to the other party such other instruments and documents and take such other action as is necessary to fulfil the provisions of this Agreement in accordance with its terms.

17.   Notices

17.1   Any notices sent under this Agreement must be in writing and may be served by personal delivery or by sending the notice by airmail post or facsimile or electronic mail transmission at the address given above or at such other address as the relevant party may give for the purpose of service of notices under this Agreement and every such notice shall be deemed to have been served upon delivery if served by hand or at the expiration of 5 days after despatch of the same if delivered by airmail post or at ten hours am local time of the recipient on the next Business Day following despatch if sent by facsimile or electronic mail transmission.

17.2   To prove service of any notice it shall be sufficient to show in the case of a notice delivered by hand that the same was duly addressed and delivered by hand and in the case of a notice served by post that the same was duly addressed prepaid and posted in the manner set out above. In the case of a notice given by facsimile or electronic mail transmission, it shall be sufficient to show that it was despatched in a legible and complete form to the correct telephone number or electronic mail address without any error message.

18.   Governing Law & Jurisdiction

18.1   This Agreement and any dispute or claim arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England.

18.2    All disputes and claims arising out of or relating to this Agreement shall be subject to the non-exclusive jurisdiction of the English Courts to which the parties irrevocably submit.